REG - Medica Group PLC - Issue of Equity and Rule 2.9 Announcement

MedicaAnnouncement

04/07/2023 12:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230704:nRSD9405Ea&default-theme=true

RNS Number : 9405E  Medica Group PLC  04 July 2023

4 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE
OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Medica Group Plc

Issue of Equity and Rule 2.9 Announcement

Medica Group PLC (LSE:MGP, "Medica" or the "Company"), the UK market leader in
the provision of teleradiology services, has allotted and issued 3,334,025
ordinary shares of 0.2 pence each in the capital of the Company ("New Ordinary
Shares"). The New Ordinary Shares were issued to the trustee of the Company's
Employee Benefit Trust and will be used to satisfy the exercise of Medica
Options pursuant to the terms of the Medica Share Plans, including on or after
the sanction by the High Court of Justice in England and Wales of the
recommended all-cash offer by Moonlight Bidco Limited ("Bidco"), a newly
incorporated wholly owned subsidiary of funds advised by IK Investment
Partners Limited, for the entire issued and to be issued ordinary share
capital of the Company, to be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
which occurred on 4 July 2023.

The circular in relation to the Scheme (the "Scheme Document") was published
on 12 May 2023. Defined terms used but not defined in this announcement have
the meanings set out in the Scheme Document. All references to times in this
announcement are to London time, unless otherwise stated.

Applications have been made for admission of the New Ordinary Shares to the
premium listing segment of the Official List of the Financial Conduct
Authority of the United Kingdom (the "FCA") and to trading on the London Stock
Exchange plc's (the "London Stock Exchange") main market for listed securities
(together, "Admission"). It is expected that Admission will become effective
and that dealings will commence in the New Ordinary Shares at 8.00 a.m. on 5
July 2023. The New Ordinary Shares will rank pari passu with the existing
ordinary shares in issue.

In accordance with Rule 2.9 of the Takeover Code, the Company confirms that
following Admission, the Company will have 126,483,063 ordinary shares of 0.2
pence each in issue. There are no ordinary shares held in treasury. Therefore,
the Company hereby confirms that, following Admission, the total number of
voting rights in the Company will be 126,483,063. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

The International Securities Identification Number for Medica ordinary shares
is GB00BYV24996.

In accordance with the terms of the Scheme Document, applications have been
made to the FCA and the London Stock Exchange in relation to the de-listing of
Medica Shares from the premium listing segment of the Official List and the
cancellation of the admission to trading of Medica Shares on the London Stock
Exchange's Main Market for listed securities, which is expected to take place
at 7:30 a.m. on 7 July 2023.

Enquiries:

Medica
 
+44 (0)33 33 111 222
Stuart Quin, Chief Executive Officer

Richard Jones, Chief Financial Officer

 

Evercore (Lead Financial Adviser to Medica)
 
+44 (0)20 7653 6000

Julian Oakley

Simon Elliott

Harrison George

 

Liberum (Joint Financial Adviser and Joint Broker to Medica)
+44 (0) 20 3100 2000

Phil Walker

Mark Harrison

Richard Lindley

 

Numis (Joint Financial Adviser and Joint Broker to Medica)
  +44 (0) 20 7260 1000

Freddie Barnfield

Duncan Monteith

Euan Brown

 

FTI Consulting (Public Relations Adviser to Medica)
                           +44 (0) 20 3727 1000

Ben Atwell

Victoria Foster Mitchell

Sam Purewal

medicagroupplc@fticonsulting.com

 

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the UK, is acting exclusively
as financial adviser to Medica and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than Medica for providing the protections afforded to clients of Evercore nor
for providing advice in connection with the matters referred to herein.
Neither Evercore nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Evercore in connection with this announcement,
any statement contained herein, any offer or otherwise. Apart from the
responsibilities and liabilities, if any, which may be imposed on Evercore by
the Financial Services and Markets Act 2000, or the regulatory regime
established thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither Evercore nor any of its affiliates
accepts any responsibility or liability whatsoever for the contents of this
announcement, and no representation, express or implied, is made by it, or
purported to be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Medica or the matters described in this document. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement, or any statement contained
herein.

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Medica and no one else in connection with the Acquisition and will not be
responsible to anyone other than Medica for providing the protections afforded
to clients of Liberum Capital Limited nor for providing advice in relation to
the Acquisition or any other matters referred to in this Announcement. Neither
Liberum Capital Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Liberum Capital Limited in connection with this Announcement, any
statement contained herein or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Medica and for no one
else in connection with the Acquisition and/or any other matter referred to in
this Announcement and will not be responsible to anyone other than Medica for
providing the protections afforded to its clients or for providing advice in
relation to the Acquisition, the contents of this Announcement, or another
other matters referred to in this Announcement. Neither Numis nor any of its
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Numis in connection with this Announcement, any statement or other
matter or arrangement referred to herein or otherwise.

The person responsible for arranging for the release of this announcement on
behalf of Medica is Richard Jones, Chief Financial Officer.

 

About Medica Group PLC

 

Medica (LSE:MGP) is an international provider of high-quality telemedicine
services. It is the market leader in teleradiology in the UK and Ireland,
working with more than 100 NHS Trusts and HSE hospitals in Ireland, in
addition to private hospitals, insurance groups and diagnostic imaging
companies. Its network of consultant radiologists, radiographers and
specialist doctors interpret and report MRI, CT, ultrasound and X-ray images
on behalf of healthcare providers, using Medica's bespoke, secure technology
platform for fast and responsive delivery. The company's core services include
NightHawk, an urgent, out-of-hours offering available to clients 24/7 with
dedicated pathways for stroke and major trauma, and Elective, for routine
reporting.

In Ireland, Medica carries out patient scanning, as well as reporting, and
runs a diabetic retinopathy screening programme for the National Screening
Service. Through its US business, RadMD, Medica provides global pharmaceutical
and biotech companies, as well as contract research organisations with
specialist imaging services for clinical trials.

For more information please visit: www.medicagroupplc.com
(http://www.medicagroupplc.com/)

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFZGGNMDDGFZM